Reddit Inc

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future financial condition, future operations, projected costs, prospects, plans, objectives of management, and expected market growth, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

•our strategies to increase awareness of Reddit, including through search engine optimization, partnerships, and investment in full-funnel marketing;

•our strategies to increase user growth and engagement;

•our expectations regarding the growth and availability of valuable and appealing user-generated content on our platform;

•our ability to develop new products and services and bring them to market in a timely manner and make enhancements to our platform;

•our ability to implement artificial intelligence and machine learning to increase user growth and engagement and support advertising growth;

•our experimentation with new approaches of storing Redditor awards and karma in a distributed ledger, such as a public blockchain, and storing Reddit Avatars as non-fungible tokens on the blockchain;

•user and advertiser growth strategies in geographies outside of the United States and in languages besides English;

•strategies to increase revenue from new and existing advertisers;

•strategies to expand revenue sources from non-advertising sources, including data licensing and our user economy;

•strategies to empower Redditors, including monetization tools for creators and communities;

•our content moderation model relative to complex content ranking algorithms;

•our ability to attract and retain Redditors and their level of engagement;

•the impact of the macroeconomic environment, including as a result of the COVID-19 pandemic and the ongoing conflict between Russia and Ukraine and the recent escalation of conflict between Israel and the Palestinians, on our business and other uncertainties in the global economy generally;

•our ability to maintain and enhance our brand and reputation;

•our history of losses and expectation to incur continuing losses for the foreseeable future;

•our ability to maintain the security and availability of our platform and protect against data breaches and other security incidents;

•our ability to manage risks associated with our business, in particular, risks related to content on our platform, and our content moderation approach, which depends on users who volunteer to be moderators of their communities;

•potential harm caused by changes in internet search engines’ methodologies, particularly search engine optimization methodologies and policies;

•the size of our addressable markets, market share, and market trends, including our ability to grow our business in the countries we have identified as near-term priorities;

•our ability to attract and retain advertisers and scale our revenue model;

•our ability to develop effective products and tools for advertisers, including measurement tools;

•our ability to compete effectively in our industry;

•our ability to expand and monetize our platform internationally;

•fluctuations in our operating results and seasonality of our business;

•our ability to raise additional capital;

•our ability to receive, collect, transfer, store, use, share, and otherwise process data, including personal information, and compliance with laws, rules, and regulations related to data privacy, protection, and security and content;

•our ability to comply with modified or new laws and regulations applying to our business, and potential harm to our business as a result of those laws and regulations;

•changes in technology or methodology that impact our calculation of DAUq, including our ability to identify automated agents on our platform;

•volatility in DAUq relating to our API policies;

•real or perceived inaccuracies in current or historical metrics related to our business;

•the increased expenses associated with being a public company;

•our ability to effectively manage our growth and expand our infrastructure and maintain our corporate culture;

•our ability to identify, recruit, hire, and retain skilled personnel, including key members of senior management;

•our intention to continue to make investments in talent and our platform infrastructure;

•our plan to drive our growth generally by (i) evolving our service model to more types of advertisers and building deeper advertiser relationships, (ii) providing product opportunities and offerings that deliver value to our advertisers, (iii) developing measurements solutions to increase the effectiveness of our advertisers’ return on investment, and (iv) making technology enhancements that automate and improve the ease of use of our platform;

•build out of a self-serve offering as well as other automation tools;

•significant opportunity to increase the number of advertisers on Reddit over time through our self-serve offering as well as with increased sales and marketing resources;

•large and attractive opportunity in the digital advertising market, as well as an attractive offering for both advertisers and users who benefit from the contextual advertising content that our platform provides, and our intention to continue to invest in this area;

•expectation of increased losses and decline in operating margins as we invest in product improvements and innovations and our international growth;

•challenges in increasing ARPU on an absolute basis outside of the United States;

•potential need to absorb the costs related to investments in product improvements and innovations without generating sufficient revenue to offset these costs;

•our opportunity to continue to grow our DAUq in the United States and around the world and our focus on growing our platform globally, including through entering new geographic markets and investing in under-penetrated ones;

•our aim to increase DAUq by scaling internationally, developing products that are more compelling for our users, and improving the quality of our products across all platforms;

•our expectation of an increase in our costs and expenses from the launch of new ad formats, products, and features, primarily as additional hosting costs although most of these areas of focus will not initially generate revenue;

•potential decline in users due to a reduction in third-party applications;

•potential near-term volatility in Redditor and revenue growth rates;

•sufficiency of our existing cash, cash equivalents, and marketable securities and amounts available under our revolving credit facility to meet our working capital and capital expenditure needs over at least the next 12 months;

•sales of shares of our Class A common stock by us or our stockholders, including pursuant to exceptions in market standoff or contractual lock-up agreements, or the expiration of the Lock-up Period, and the anticipation of such events;

•our intended use of the net proceeds from this offering; and

•other risks and uncertainties described in this prospectus, including those described in “Risk Factors.”

We caution you that the foregoing list does not contain all of the forward-looking statements made in this prospectus.

We have based the forward-looking statements contained in this prospectus primarily on our current expectations, estimates, forecasts, and projections about future events and trends that we believe may affect our business, results of operations, financial condition, and prospects. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, we cannot guarantee that the future results, levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur at all. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this prospectus by these cautionary statements.